U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECONNECT
(Previously known as Betting, Inc.)
(Exact name of registrant as specified in its charter)
Nevada 43-1239043
(State of Incorporation) (I.R.S. Employer ID No.)
31310 Eaglehaven Center, Suite 10
Rancho Palos Verdes, California 90275
(Address of Principal Executive Offices) (Zip Code)
Retainer Stock Plan for Non-Employee Directors and Consultants
(Full title of the Plan)
Shawn F. Hackman, Esq.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
(Name and address of agent for service)
(702) 732-2253
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
Securities to
be Registered
Amount to
be
Registered
Proposed
Maximum
Offering
Price Per
Share (1)
Proposed
Aggregate
Offering
Price
Amount of
Registrati
on Fee
Common Stock
1,450,000
$0.01
$14,500
$4.00
(1) The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rules 457(c) and 457(h) promulgated
pursuant to the Securities Act of 1933. The Offering Price per
Share is established pursuant to a Retainer Stock Plan for Non-
Employee Directors and Consultants, set forth in Exhibit 4.1 to this
Form S-8 (see Exhibit Index on page 5).
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Employee Plan Annual
Information.
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they will
be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and
(ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these
documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be
directed.
Part II
Information Required in the Registration Statement
tem 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The registrant's latest annual report on Form 10-KSB
for the fiscal year ended August 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the
fiscal year covered by the registration documents
referred to in (a) above.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in the registration statement and to be
part thereof from the date of filing of such documents.
Item 4. Description of Securities.
General Description.
The Articles of Incorporation authorize the issuance of
100,000,000 shares of common stock, with a par value of $0.001. The
holders of the Shares: (a) have equal ratable rights to dividends
from funds legally available therefore, when, as, and if declared by
the Board of Directors of the Company; (b) are entitled to share
ratably in all of the assets of the Company available for
distribution upon winding up of the affairs of the Company; (c) do
not have preemptive subscription or conversion rights and there are
no redemption or sinking fund applicable thereto; and (d) are
entitled to one non-cumulative vote per share on all matters on
which shareholders may vote at all meetings of shareholders. These
securities do not have any of the following rights: (a) cumulative
or special voting rights; (b) preemptive rights to purchase in new
issues of Shares; (c) preference as to dividends or interest; (d)
preference upon liquidation; or (e) any other special rights or
preferences. In addition, the Shares are not convertible into any
other security. There are no restrictions on dividends under any
loan other financing arrangements or otherwise.
Non-Cumulative Voting.
The holders of Shares of Common Stock of the Company do not
have cumulative voting rights, which means that the holders of more
than 50% of such outstanding Shares, voting for the election of
directors, can elect all of the directors to be elected, if they so
choose. In such event, the holders of the remaining Shares will not
be able to elect any of the Company's directors.
Dividends.
The Company does not currently intend to pay cash dividends.
The Company's proposed dividend policy is to make distributions of
its revenues to its stockholders when the Company's Board of
Directors deems such distributions appropriate. Because the Company
does not intend to make cash distributions, potential shareholders
would need to sell their shares to realize a return on their
investment. There can be no assurances of the projected values of
the shares, nor can there be any guarantees of the success of the
Company.
A distribution of revenues will be made only when, in the
judgment of the Company's Board of Directors, it is in the best
interest of the Company's stockholders to do so. The Board of
Directors will review, among other things, the investment quality
and marketability of the securities considered for distribution; the
impact of a distribution of the investee's securities on its
customers, joint venture associates, management contracts, other
investors, financial institutions, and the company's internal
management, plus the tax consequences and the market effects of an
initial or broader distribution of such securities.
Possible Anti-Takeover Effects of Authorized but Unissued Stock.
One effect of the existence of authorized but unissued capital
stock of the Company may be to enable the Board of Directors to
render more difficult or to discourage an attempt to obtain control
of the Company by means of a merger, tender offer, proxy contest, or
otherwise, and thereby to protect the continuity of the Company's
management. If, in the due exercise of its fiduciary obligations,
for example, the Board of Directors were to determine that a
takeover proposal was not in the Company's best interests, such
shares could be issued by the Board of Directors without stockholder
approval in one or more private placements or other transactions
that might prevent, or render more difficult or costly, completion
of the takeover transaction by diluting the voting or other rights
of the proposed acquiror or insurgent stockholder or stockholder
group, by creating a substantial voting block in institutional or
other hands that might undertake to support the position of the
incumbent Board of Directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.
Item 5. Interest of Named Experts and Counsel.
No named expert or counsel was hired on a contingent basis,
will receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the registrant.
Item 6. Indemnification of Directors and Officers.
Article VII of the registrant's bylaws provide for the
indemnification of the directors and officers of the registrant
against expense of any action to which he was or is a party to is
threatened to be made a party by reason of the fact that he is or
was an officer of the registrant. Such indemnification shall be
available if the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the registrant, and, if it is a criminal action, he had
no reasonable cause to believe his conduct was unlawful. If the
action be one by or in the right of the registrant to procure a
judgment in its favor, then in addition to the preceding
requirements, an officer or director shall be indemnified only is he
is not adjudged to be liable for negligence or misconduct in the
performance of his duty to the registrant, or is he is adjudged to
be liable for negligence or misconduct in such performance, then he
shall be indemnified only to the extent that the court in which such
action was brought shall determine that in view of all the
circumstances, such person is fairly and reasonably entitled to
indemnity for such expenses incurred. If there is indemnification,
then it shall be for expenses actually and reasonably incurred by
him in connection with such action.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-K, and an
index thereto, are attached.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information
(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorize, in the City of Rancho
Palos Verdes, State of California, on June 8, 1999.
eCONNECT
By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
Special Power of Attorney
The undersigned constitute and appoint Thomas S. Hughes their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form S-8 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission,
granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons
in the capacities and on the date indicated:
Signature
Title
Date
/s/ Thomas S. Hughes
Thomas S. Hughes
Director, President, and Chief
Executive Officer
June 8, 1999
/s/ Jack M. Hall
Jack M. Hall
Director and Secretary
June 8, 1999
/s/ Diane Hewitt
Diane Hewitt
Director and Treasurer
June 8, 1999
EXHIBIT INDEX
Exhibit
Number
Description
Method of
Filing
4.1
Retainer Stock Plan for Non-Employee
Directors and Consultants
See Below
4.2
Internet Consulting Services
Agreement (Steve Goodman)
See Below
4.3
Agreement (Rogel Patawaran)
See Below
4.4
Consulting and Service Agreement
(Edward Wexler)
See Below
4.5
Consultant Agreement (Richard
Epstein)
See Below
4.6
Consultant Agreement (Ezzat Jallad)
See Below
4.7
Consultant Agreement (Shar Offenberg)
See Below
4.8
Consultant Agreement (Richard Parnes)
See Below
5, 24.1
Opinion Re: Legality; Consent of
Counsel
See Below
24.2
Consent of Accountants
See Below
25
Special Power of Attorney
See
Signature
Page
eCONNECT
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. INTRODUCTION
This plan shall be known as the "eConnect Retainer Stock Plan For
Non-Employee Directors and Consultants" is hereinafter referred to
as the "Plan". The purposes of the Plan are to enable eConnect, a
Nevada corporation ("Company"), to promote the interests of the
Company and its shareholders by attracting and retaining non-
employee Directors and Consultants capable of furthering the future
success of the Company and by aligning their economic interests more
closely with those of the Company's shareholders, by paying their
retainer or fees in the form of shares of the Company's common
stock, par value one tenth of one cent ($0.001) per share ("Common
Stock").
2. DEFINITIONS
The following terms shall have the meanings set forth below:
"Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in Section 12(d).
"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of the
Code or rule or regulation thereunder shall be deemed to include any
amended or successor provision, rule or regulation.
"Committee" means the committee that administers the Plan, as more
fully defined in Section 13.
"Common Stock" has the meaning set forth in Section 1.
"Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in Section 6.
"Deferred Stock Account" means a bookkeeping account maintained by
the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.
"Delivery Date" has the meaning set forth in Section 6.
"Director" means an individual who is a member of the Board of
Directors of the Company.
"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market Value,
as of the record date for such dividend or distribution, equal to
the amount of cash, plus the fair market value on the date of
distribution of any property, that is distributed with respect to
one share of Common Stock pursuant to such dividend or distribution;
such fair market value to be determined by the Committee in good
faith.
"Effective Date" has the meaning set forth in Section 3.
"Exchange Act" has the meaning set forth in Section 13(b).
"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite Tape
or, if not listed on such exchange, on any other national securities
exchange on which the Common Stock is listed or on NASDAQ on the
last trading day prior to the date with respect to which the Fair
Market Value is to be determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of
any Deferral Election).
"Stock Retainer" has the meaning set forth in Section 5.
"Third Anniversary" has the meaning set forth in Section 6.
3. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of April 26, 1999 ("Effective Date"),
provided that it is approved by the Board.
4. ELIGIBILITY
*Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as such
individual remains a Director or Consultant and is not an employee
of the Company or any of its subsidiaries. Each credit of shares of
Common Stock pursuant to the Plan shall be evidenced by a written
agreement duly executed and delivered by or on behalf of the Company
and a Participant, if such an agreement is required by the Company
to assure compliance with all applicable laws and regulations.
5. GRANTS OF SHARES
Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the deemed
issuance price of one tenth of one cent ($0.001) per Share.
6. DEFERRAL ELECTION
From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the following
way the Stock Retainer is to be delivered: (a) on the date which is
three years after the Effective Date for which it was originally
payable ("Third Anniversary"), (b) on the date upon which the
Participant ceases to be a Director or Consultant for any reason
("Departure Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary" and "Departure
Date" each being referred to herein as a "Delivery Date"). Such
Deferral Election shall remain in effect for each Subsequent Year
unless changed, provided that, any Deferral Election with respect to
a particular Year may not be changed less than six (6) months prior
to the beginning of such Year and provided, further, that no more
than one Deferral Election or change thereof may be made in any
Year.
Any Deferral Election and any change or revocation thereof shall be
made by delivering written notice thereof to the Committee no later
than six (6) months prior to the beginning of the Year in which it
is to be effected; provided that, with respect to the Year beginning
on the Effective Date, any Deferral Election or revocation thereof
must be delivered no later than the close of business on the
thirtieth (30th) day after the Effective Date.
7. DEFERRED STOCK ACCOUNTS
The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares of
Common Stock payable pursuant to the Stock Retainer to which the
Deferral Election relates. So long as any amounts in such Deferred
Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the
payment date for any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares of Common Stock
equal to (a) the number of shares of Common Stock shown in such
Deferred Stock Account on the record date for such dividend or
distribution multiplied by (b) the Dividend Equivalent for such
dividend or distribution.
8. DELIVERY OF SHARES
(a) The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to such
shares credited to such Deferred Stock Account) shall be delivered
in accordance with this Section 8 as soon as practicable after the
applicable Delivery Date. Except with respect to a Deferral
Election pursuant to Section 6(c), or other agreement between the
parties, such shares shall be delivered at one time; provided that,
if the number of shares so delivered includes a fractional share,
such number shall be rounded to the nearest whole number of shares.
If the Participant has in effect a Deferral Election pursuant to
Section 6(c), then such shares shall be delivered in five equal
annual installments (together with dividends attributable to such
shares credited to such Deferred Stock Account), with the first such
installment being delivered on the first anniversary of the Delivery
Date; provided that, if in order to equalize such installments,
fractional shares would have to be delivered, such installments
shall be adjusted by rounding to the nearest whole share. If any
such shares are to be delivered after the Participant has died or
become legally incompetent, they shall be delivered to the
Participant's estate or legal guardian, as the case may be, in
accordance with the foregoing; provided that, if the Participant
dies with a Deferral Election pursuant to Section 6(c) in effect,
the Committee shall deliver all remaining undelivered shares to the
Participant's estate immediately. References to a Participant in
this Plan shall be deemed to refer to the Participant's estate or
legal guardian, where appropriate.
(b) The Company may, but shall not be required to, create a grantor
trust or utilize an existing grantor trust (in either case, "Trust")
to assist it in accumulating the shares of Common Stock needed to
fulfill its obligations under this Section 8. However,
Participants shall have no beneficial or other interest in the Trust
and the assets thereof, and their rights under the Plan shall be as
general creditors of the Company, unaffected by the existence or
nonexistence of the Trust, except that deliveries of Stock Retainers
to Participants from the Trust shall, to the extent thereof, be
treated as satisfying the Company's obligations under this Section
8.
9. SHARE CERTIFICATES; VOTING AND OTHER RIGHTS
The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and
from and after the date of such issuance the Participant shall be
entitled to all rights of a shareholder with respect to Common Stock
for all such shares issued in his or her name, including the right
to vote the shares, and the Participant shall receive all dividends
and other distributions paid or made with respect thereto.
10. GENERAL RESTRICTIONS
(a) Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue or
deliver any certificate or certificates for shares of Common Stock
under the Plan prior to fulfillment of all of the following
conditions:
(i) Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;
(ii) Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in effect
of any such registration or other qualification which the Committee
shall, upon the advice of counsel, deem necessary or advisable; and
(iii) Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or
advisable.
(b) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.
11. SHARES AVAILABLE
Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers pursuant
to the Plan is three million (3,000,000). Shares of Common Stock
issueable under the Plan may be taken from treasury shares of the
Company or purchased on the open market.
12. ADJUSTMENTS; CHANGE OF CONTROL
(a) In the event that there is, at any time after the Board adopts
the Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or rights
offering to purchase Common Stock at a price below its fair market
value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a Change of Control (as
defined below), (i) the Deferred Stock Accounts shall be credited
with the amount and kind of shares or other property which would
have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant provisions
of the Plan and any such modification by the Committee shall be
binding and conclusive on all persons.
(b) If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form
of property, references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other form of property,
with such other modifications as may be required for the Plan to
operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.
(c) In lieu of the adjustment contemplated by Section 12(a), in the
event of a Change of Control, the following shall occur on the date
of the Change of Control: (i) the shares of Common Stock held in
each Participant's Deferred Stock Account shall be deemed to be
issued and outstanding as of the Change of Control; (ii) the Company
shall forthwith deliver to each Participant who has a Deferred Stock
Account all of the shares of Common Stock or any other property held
in such Participant's Deferred Stock Account; and (iii) the Plan
shall be terminated.
(d) For purposes of this Plan, Change of Control shall mean any of
the following events:
(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (a) the then
outstanding shares of common stock of the Company ("Outstanding
Company Common Stock") or (b) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors ("Outstanding Company Voting
Securities"); provided, however, that the following acquisitions
shall not constitute a Change of Control: (a) any acquisition
directly from the Company (excluding an acquisition by virtue of the
exercise of a conversion privilege unless the security being so
converted was itself acquired directly from the Company), (b) any
acquisition by the Company, (c) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (d) any
acquisition by any corporation pursuant to a reorganization, merger
or consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (a), (b) and (c)
of paragraph (iii) of this Section 12(d) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the Board
of the Company (as of the date hereof, "Incumbent Board") cease for
any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit plan (or related
trust) of the Company or such corporation resulting from such
reorganization, merger, binding share exchange or consolidation and
any Person beneficially owning, immediately prior to such
reorganization, merger, binding share exchange or consolidation,
directly or indirectly, twenty percent (20%) or more of the
Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from
such reorganization, merger, binding share exchange or consolidation
or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the
election of directors and (c) at least a majority of the members of
the board of directors of the corporation resulting from such
reorganization, merger, binding share exchange or consolidation were
members of the Incumbent Board at the time of the execution of the
initial agreement providing for such reorganization, merger, binding
share exchange or consolidation; or
(iv) Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other
disposition of all or substantially all of the assets of the
Company, other than to a corporation, with respect to which
following such sale or other disposition, (x) more than sixty
percent (60%) of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such sale
or other disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other disposition, of
the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (y) no Person (excluding the Company
and any employee benefit plan (or related trust) of the Company or
such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly,
twenty percent (20%) or more of the Outstanding Company Common Stock
or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent (20%) or
more of, respectively, the then outstanding shares of common stock
of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (z) at least a majority
of the members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing for such sale or
other disposition of assets of the Company.
13. ADMINISTRATION; AMENDMENT AND TERMINATION
(a) The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company or
senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may
deem necessary or desirable. (b) The Board may from time to time
make such amendments to the Plan, including to preserve or come
within any exemption from liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
it may deem proper and in the best interest of the Company without
further approval of the Company's stockholders, provided that, to
the extent required under New York law or to qualify transactions
under the Plan for exemption under Rule 16b-3 promulgated under the
Exchange Act, no amendment to the Plan shall be adopted without
further approval of the Company's stockholders and, provided,
further, that if and to the extent required for the Plan to comply
with Rule 16b-3 promulgated under the Exchange Act, no amendment to
the Plan shall be made more than once in any six (6) month period
that would change the amount, price or timing of the grants of
Common Stock hereunder other than to comport with changes in the
Internal Revenue Code of 1986, as amended, the Employee Retirement
Income Security Act of 1974, as amended, or the regulations
thereunder. (c) The Board may terminate the Plan at any time by a
vote of a majority of the members thereof.
14. MISCELLANEOUS
(a) Nothing in the Plan shall be deemed to create any obligation on
the part of the Board to nominate any Director for reelection by the
Company's shareholders or to limit the rights of the shareholders to
remove any Director.
(b) The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the
Plan, that a Participant make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of such shares,
including without limitation by the withholding of shares that would
otherwise be so issued or delivered, by withholding from any other
payment due to the Participant, or by a cash payment to the Company
by the Participant.
15. GOVERNING LAW
The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Nevada.
eCONNECT
By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
INTERNET CONSULTING SERVICES AGREEMENT
This Agreement is made between Steve Goodman, having his
principal place of business at 5885 South Big Canyon Drive,
Greenwood Village, Colorado 80111, and also maintaining an office at
7887 East Belleview Avenue, Suite 1100, Englewood, Colorado 80111
(hereinafter, the "Consultant") and Betting, Inc., a Missouri
corporation, having its principal place of business at 31310
Eaglehaven Center, Suite 10, Rancho Palos Verdes, California 90275
(hereinafter, the "Client").
WHEREAS, the Consultant has knowledge and expertise in many
areas including development of sites on the World Wide Web portions
of the Internet and information about publicly traded companies, the
use of the media known as the Internet, and the evaluation of
company operations, as well as the coordination of and compatibility
between several aspects and/or division or same or related web sites
and the underlying companies involved; Consultant has and is willing
or provide his services to the Client on the terms and subject to
the conditions set forth below;
WHEREAS, the Client is a publicly held corporation with its
common stock trading on the OTC Bulletin Board and desires to
further develop its business and to combine its business through a
joint venture or similar transaction with another like or similarly
related OTC Bulletin Board company. The intention of the Client is
to take advantage of the vast opportunities available on the
Internet and to make its name and business better known to the
financial and "on-line" communities. Client desires to engage
Consultant and Consultant desires to be engaged by Client, to
provide Internet and internet related services to the Client on the
terms and subject to the conditions set forth in a writing yet to be
mutually furnished by both the Client and the Consultant.
NOW, THEREFORE, in consideration for the introduction to a
realistic, substantial, and business compatible joint venture
partner by Consultant and upon signing of a joint venture agreement
between the companies, Client agrees as follows:
1. Client agrees to pay Consultant two hundred fifty thousand
(250,000) shares of S-8 free trading common shares of stock in the
company Betting, Inc. Shares are due and payable immediately upon
completion and/or signing of this Agreement.
2. Proprietary Rights of Client.
As between Client and Consultant, "Client Content" shall
remain the sole and exclusive property of Client, or of the joint
venture resulting from Consultant's introductions, including,
without limitation, all copyrights, trademarks, patents, trade
secrets, and any other proprietary rights. Nothing in this
Agreement shall be construed to grant Consultant any ownership
right in, or license to, the "Client Content," except as may
otherwise to provided for in this Agreement.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or proprietary may be disclosed to
the other party, including, but not limited to, software, technical
processes and formulas, source codes, product designs, sales, cost
and other unpublished financial information, product and business
plans, advertising revenues, usage rates, advertising relationships,
projections, and marketing data ("Confidential Information").
Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its
disclosure, or thereafter becomes part of the public domain through
a source other than the receiving party, (b) was known to the
receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party , or (d) is
subsequently learned from a third party not under a confidentiality
obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within five (5) days
of the date of the applicable Consultant invoice. If Client fails
to pay any fees within five (5) days from the date due, late charges
of 1 1/2% per month will also become payable by Client to
Consultant. In addition, failure of Client to finally pay any fees
within twenty (20) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension of
the performance of the "Services" provided and/or invoiced by
Consultant, will be sufficient cause for immediate termination of
this Agreement by Consultant. Any such suspension will in no way
relieve Client from payment of past due fees plus interest and in
event of collection enforcement, Client shall be liable for any
costs associated with such collection, including, but not limited
to, legal costs, attorneys' fees, courts costs, and collection
agency fees.
5. Indemnification.
5.1 Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is true,
(ii) would constitute a breach of any of Client's representations,
warranties, or agreements hereunder, or (iii) arises out of the
negligence or willful misconduct of Client, or any Client Content to
be provided by Client and does not violate any rights of third
parties, including, without limitation, rights of publicity,
privacy, patents, copyrights, trademarks, trade secrets, and/or
licenses.
5.2 Consultant.
Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand, cause
of action, debt or liability, including reasonable attorneys' fees,
to the extent that such an action arises out of the gross negligence
or willful misconduct of Consultant.
6. Notice.
In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnifies party
may, at its expense, assist o the defense it is so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
further provided that any settlement intended to bind the
indemnified party shall not be final without the indemnified party's
written consent, which shall not be unreasonably withheld.
7. Limitation of Liability.
Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not exceed
fifty percent (50%) of the fee paid by Client to Consultant for the
specific service provided that is in question.
8. Termination and Renewal.
8.1 Term.
This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter
(the "Initial Term"), unless otherwise agreed upon by Consultant and
Client. This Agreement shall automatically be renewed beyond the
Initial Term for additional one (1) year terms (hereinafter, a
"Renewal Term") unless Client and Consultant mutually agree to some
other arrangement..
8.2 Termination.
Either party may terminate this Agreement if done so, in
writing within thirty (30) calendar days prior to such action, or if
the other party materially braces any of its representations,
warranties or obligations under this Agreement. Such breach will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement and shall be subject to such damages as may
be allowed by law including all attorneys' fees and costs of
enforcing the terms of this Agreement.
8.3 Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective date
of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this
Agreement.
9. Miscellaneous.
9.1 Entire Agreement.
Client represents to have read this Agreement and accepts all
the terms and conditions herein. Client agrees to be bound by the
terms hereof and also agrees that this is the complete and exclusive
agreement by and between Client and Consultant and supercedes all
prior or contemporaneous understandings or agreements, written or
oral, regarding such subject matter. This Agreement is binding on
all successors and/or assigns of the parties.
9.2 Independent Contractor.
This Agreement establishes and "independent contractor"
relationship between Consultant and Client.
9.3 Assignment.
Client shall not assign, without the prior written consent of
Consultant, its rights, duties or obligation under this Agreement to
any person or entity, in whole or in part, whether by assignment,
merger, transfer of assets, sale of stock, or otherwise, and any
attempt to do so shall be deemed a material breach of this
Agreement.
9.4 Jurisdiction.
Nothing contained herein shall be deemed to require the Client
to take any action contrary to its Certificate of Incorporation or
Bylaws and shall be enforceable under the laws of the State of
Colorado.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on this
date, appearing next to their signatures.
BETTING, INC.
By: /s/ Thomas S. Hughes Date: May 3, 1998
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Steve Goodman Date: May 2, 1998
Steve Goodman
AGREEMENT
Agreement made and entered into as of the 8th day of June,
1999 (the "Effective Date") by and between Tom Hughes of eConnect,
a Nevada corporation (hereinafter referred to as "Consultant") and
shall serve as the Agreement between Company and Consultant
superseding all prior agreements between Company and Consultant
whether oral or written.
Witnesseth
Whereas, the Company is desirous of entering into a contract
with the Consultant wherein said Consultant will be engaged by the
Company in accordance with the terms and conditions contained; and
Whereas, Consultant is willing to enter into a consulting
agreement with Company in accordance with the terms and conditions
hereinafter provided on a non-exclusive basis.
Now, therefore, for and in consideration of the mutual
promises and covenants contained herein and subject specifically to
conditions hereof, and intending to be legally bound thereby, the
parties agree as follows:
1. Term of Agreement. The Company hereby engages Consultant and
Consultant hereby agrees to work for the Company for a period
beginning the 8th day of June, 1999 and ending on the 15th day of
July 1999 unless this Agreement is extended by the parties hereto.
2. Services of Consultant. The Consultant is retained on a best
efforts basis to advise and assist in the development and creation
of specific software needed for the Company's hardware and Internet
products.
3. Compensation. Upon execution of this Agreement, Consultant
shall receive the sum of Two Hundred Fifty Thousand (250,000) shares
of S-8 stock (free trading stock) in the Company to be issued in the
name of the Consultant as compensation for consultant services.
4. Indemnity. The Company hereby agrees to indemnify and hold
Consultant harmless of and from any and all costs, expenses, fees,
claims, damages, and injuries, including attorneys' fees of any kind
which may incur or be required to pay by reason of this Agreement.
5. Severability. The invalidity or non-enforceability of any
provision hereof shall in no way affect the validity or
enforceability of any provision.
6. Expenses. All authorized expenses shall be reimbursed to
Consultant by the Company, on or before the 15th day of each
calendar
7. Modification. This Agreement shall not be changed or modified
or discharged except in writing by the consent of the parties
hereto.
- -
8. Entire Agreement. This Agreement contains the entire Agreement
and understanding between the parties concerning the subject matter
contained herein. All modifications or amendments to this Agreement
must be made in writing and signed by the parties hereto.
9. Choice of Law and Venue. The parties agree that this Agreement
shall be governed and construed in accordance with the laws of the
State of California. The parties and obligations of this Agreement
shall be adjudicated in a court of competent jurisdiction in Los
Angeles, California.
10. No Assignment. This Agreement may not be assigned by either
party to any other person, entity, assignee, or successor in
interest to the parties without the prior written consent of the
other party.
11. Effect of Facsimiles. Facsimile copies of this full recourse
agreement, including any addendum and modifications, are deemed
originals, when signed as such by both parties, unless hard copies
are requested by the transacting parties.
12. Authority. The parties hereby represent and warrant that the
individuals executing this Agreement on their behalf are authorized
to do so and will bind the parties to the terms and conditions of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first written above.
eCONNECT
By:/s/ Thomas S. Hughes
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Rogel Patawaran
Rogel Patawaran
Edward James Wexler
25A Harbour Village
Branford, Connecticut 06405
Consulting and Service Agreement
The Undersigned, Thomas S. Hughes, as Chairman and Chief
Executive Officer of Betting, Inc., hereinafter known as CLIENT,
hereby appoints and authorizes Edward James Wexler as their BROKER
and/or FINDER and/or CONSULTANT for the purpose of locating,
analyzing and obtaining for CLIENT any potential corporate
acquisitions with terms and conditions that are acceptable to
CLIENT.
Scope of Services.
FINDER/CONSULTANT agrees to perform for the CLIENT all
services and consulting related to analyzing, negotiating and
advising CLIENT on any potential corporate acquisition, mergers or
affiliations related to the off shore and Internet related gaming
industry.
Consulting services include but are not limited to the
negotiation and closing of the Radiate Software acquisition, the
SoftBet analysis and negotiation, the Softec, Inc. analysis and
negotiation, and analyzing and negotiation of any potential merger
candidates, and any and all companies that the CONSLUTANT and CLIENT
mutually agree are suitable acquisition or partner candidates.
In addition, FINDER/CONSULTANT agrees to perform for the
CLIENT all services and consulting with respect to the conception
and implementation of a plan of action to obtain financing for the
capitalization of CLIENT. These additional services include, but
are not limited to, the analyzing, negotiation , and closing of
funding/capitalization proposals from Robb Peck McCooey, Next
Millenium Capital, Joseph Charles and Associates, and Lexxus
Capital.
Period of Performance.
The period of Performance under this Agreement shall begin
immediately upon signing and delivery of initial Compensation and
continue for a primary twelve-month term. This Agreement can be
renewed under these same terms by written agreement by both parties.
This Agreement can be terminated by either party for cause.
Contractual Relationship.
In performing the services, under this Agreement, Edward James
Wexler, shall operate as, and have the status of Independent
Contractor. WEXLER shall not have the authority to enter into any
contract binding the CLIENT, or create any obligations on the part
of the CLIENT. The CLIENT will be responsible for determining the
terms and conditions of any corporate acquisition.
Compensation.
As full consideration for the performance of the basic
services described above, the CLIENT shall pay
FINDER/CONSULTANT/WEXLER compensation as follows:
CLIENT hereby agrees to pay CONSULTANT a fee of 300,000 shares of
Betting, Inc. common stock in the form of free trading S-8
consultant stock. CLIENT Understands and hereby agrees that there
is no guarantee that any potential acquisition can be successfully
negotiated, completed or closed. Compensation is payable to
FINDER/CONSULTANT who is an independent contractor representing the
CLIENT on a Best Efforts basis.
BETTING, INC.
By: /s/ Thomas S. Hughes Date: May 20, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Edward James Wexler Date: May 20, 1999
Edward James Wexler
CONSULTANT AGREEMENT
This Agreement states that Betting, Inc. is employing the
services of Richard Epstein to consult and advise Betting, Inc. in
the following areas:
1. Strategic alliances.
2. International partnerships.
3. Manufacturing contacts.
The hourly rate charged by Richard Epstein is $100.00 per
hour. Richard Epstein has elected to paid in consultant stock
rather than cash. The Board of Directors of Betting, Inc. has
agreed to issued Richard Epstein 250,000 shares of Betting, Inc.
free trading stock under Form S-8.
BETTING, INC.
By: /s/ Thomas S. Hughes Date:
June 3, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Richard Epstein Date: June 3, 1999
Richard Epstein
CONSULTANT AGREEMENT
This Agreement states that Betting, Inc. is employing the
services of Ezzat Jallad to consult and advise Betting, Inc. in the
following areas:
1. Various investment opportunities.
2. Strategic alliances.
3. European contacts.
The hourly rate charged by Ezzat Jallad is $150.00 per hour.
Ezzat Jallad has elected to paid in consultant stock rather than
cash. The Board of Directors of Betting, Inc. has agreed to issue
Ezzat Jallad 300,000 shares of Betting, Inc. free trading stock
under Form S-8.
BETTING, INC.
By: /s/ Thomas S. Hughes Date: March 10, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Ezzat Jallad Date: March 10, 1999
Ezzat Jallad
CONSULTANT AGREEMENT
This Agreement states that Betting, Inc. is employing the
services of Shar Offenberg to consult and advise Betting, Inc. with
regard to prepare and distribute informational packages on the
company to the financial community and generally act as a liaison
between the company and the financial community.
The hourly rate charged by Shar Offenberg is $100.00 per hour.
Shar Offenberg has elected to paid in consultant stock rather than
cash. The Board of Directors of Betting, Inc. has agreed to issue
Shar Offenberg 50,000 shares of Betting, Inc. free trading stock
under Form S-8.
BETTING, INC.
By: /s/ Thomas S. Hughes Date: June 20, 1998
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Shar Offenberg Date: June 20, 1998
Shar Offenberg
CONSULTANT AGREEMENT
This Agreement states that Betting, Inc. is employing the
services of Richard Parnes to consult and advise Betting, Inc. with
regard to the advertising and promotion of the company.
Richard Parnes has to date spent 100 hours at the contracted
rate of $85.00 per hour working for the best interests of the
company. Richard Parnes has agreed to paid in consultant stock
rather than cash for this work and over the next six months. The
Board of Directors of Betting, Inc. has agreed to issue Richard
Parnes 50,000 shares of Betting, Inc. free trading stock under Form
S-8.
BETTING, INC.
By: /s/Thomas S. Hughes Date: May 10, 1999
Thomas S. Hughes, Chairman
and Chief Executive Officer
/s/ Richard Parnes Date: May 10, 1999
Richard Parnes
Law Offices of
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
June 8 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect (formerly known as Betting, Inc.)
Retainer Stock Plan for Non-Employee Directors and Consultants
Dear Sir/Madame:
We have acted as counsel to eConnect, a Nevada corporation
("Company"), formerly known as Betting, Inc., in connection with its
Registration Statement on Form S-8 relating to the registration of
1,450,000 shares of its common stock ("Shares"), $0.001 par value
per Share. The Shares are issuable pursuant to the Company's
Retainer Stock Plan for Non-Employee Directors and Consultants
("Plan").
In our representation we have examined such documents,
corporate records, and other instruments as we have deemed necessary
or appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation, and all amendments
thereto, and Bylaws of the Company.
Based upon the foregoing, it is our opinion that the Company
is duly organized and validly existing as a corporation under the
laws of the State of Nevada, and that the Shares, when issued and
sold in accordance with the terms of the Plan, will be validly
issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Sincerely,
/s/ Shawn F. Hackman
Shawn F. Hackman, Esq.
George Brenner
Certified Public Accountant
9300 Wilshire Boulevard, Suite 480
Beverly Hills, California 90212
June 8, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect (formerly known as Betting, Inc.) - Form S-8
Retainer Stock Plan for Non-Employee Directors and Consultants
Dear Sir/Madame:
As certified public accountants, I hereby consent to the
incorporation by reference in this Form S-8 Registration Statement
of my report dated April 7, 1999 in eConnect's Form 10-KSB for the
year ended August 31, 1998, and to all references to my Firm
included in this registration statement.
Sincerely,
/s/ George Brenner
George Brenner, C.P.A.
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